1 DEFINITIONS In this document the following words shall have the by dfhercbml


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                                                  Westgate Films Ltd

        In this document the following words shall have the following meanings:

1.1     “Buyer” means the organisation or person who buys Goods from the Seller;

1.2     “Goods” means the articles to be supplied to the Buyer by the Seller

1.3     “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade marks, know-
        how and all other forms of intellectual property wherever in the world enforceable;

1.4     “List Price” means the list of prices of the Goods maintained by the Seller as amended from time to time;

1.5     “Seller” means Westgate Films Ltd of 1d Winton Drive, Croxley Green, Rickmansworth, Herts. WD3 3RF.

2       GENERAL

2.1     These Terms and Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the
        exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation
        or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer,
        unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and
        this has been acknowledged by the Seller in writing.

2.2     Any variation to these Terms and Conditions (including any special terms and conditions agreed between the
        parties) shall be inapplicable unless agreed in writing by the Seller.


3.1     The price shall be that in the Seller’s current List Price, or such other price as the parties may agree in writing. The
        price is exclusive of VAT or any other applicable costs. Carriage shall be paid for by the Buyer.

3.2     Payment of the price and any other applicable costs shall be due within 30 days of the date of receipt of the invoice
        supplied by the Seller.

3.3     The Seller shall be entitled to charge interest on overdue invoices from the date when payment becomes due from
        day to day until the date of payment at a rate of 2.00% per annum above the base rate of the Bank of England.

3.4     If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to:

3.4.1   require payment in advance of delivery in relation to any Goods not previously delivered;

3.4.2   refuse to make delivery of any undelivered Goods whether ordered under the contract or not and without incurring
        any liability whatever to the Buyer for non-delivery or any delay in delivery;

3.4.3   terminate the contract.


        Any description given or applied to the Goods is given by way of identification only and the use of such description
        shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in
        any way rely on any description when entering into the contract.
5     SAMPLE

      Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample
      is so shown and inspected for the sole purpose of enabling the Buyer to judge for itself the quality of the bulk, and
      not so as to constitute a sale by sample.


6.1   Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on
      the date specified by the Seller. The Buyer shall make all arrangements necessary to take delivery of the Goods
      whenever they are tendered for delivery.

6.2   The date of delivery specified by the Seller is an estimate only. Time for delivery shall not be of the essence of the

6.3   If the Seller is unable to deliver the Goods for reasons beyond its control, then the Seller shall be entitled to place
      the Goods in storage until such times as delivery may be effected and the Buyer shall be liable for any expense
      associated with such storage.

6.4   The Buyer shall be entitled to replacement Goods where the Goods have been damaged during transportation. The
      Buyer must notify the Seller of the damage within 24 hours of delivery.

7     RISK

      Risk in the Goods shall pass to the Buyer at the moment the Goods are dispatched from the Seller`s premises.
      Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to it or set aside
      for its collection, whichever happens first.

8     TITLE

      Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods.


9.1   Where the Goods have been manufactured by the Seller and are found to be defective, the Seller shall repair, or
      in its sole discretion, replace defective Goods free of charge within 1 year from the date of delivery, subject to the
      following conditions:

      9.1.1 the Buyer notifying the Seller in writing immediately upon the defect becoming apparent;

      9.1.2 the defect being due to the faulty design, materials or workmanship of the Seller.

      9.1.3 the defect did not arise from the Buyer’s failure to use the Goods in accordance with the Seller’s instructions.

9.2   Any Goods to be repaired or replaced shall be returned to the Seller at the Buyer’s expense, if so requested by the

9.3   Where the Goods have been manufactured and supplied to the Seller by a third party, any warranty granted to the
      Seller in respect of the Goods shall be passed on to the Buyer.

9.4   The Seller shall be entitled in its absolute discretion to refund the price of the defective Goods in the event that
      such price has already been paid.

9.5   The remedies contained in this Clause are without prejudice to the other Terms and Conditions herein, including,
      but without limitation, Clauses 10 and 11 below.

10.1   No liability of any nature shall be incurred or accepted by the Seller in respect of any representation made by the
       Seller, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making of this contract where
       such representations were made or given in relation to:

       10.1.1 the correspondence of the Goods with any description;

       10.1.2 the quality of the Goods; or

       10.1.3 the fitness of the Goods for any purpose whatsoever

10.2   No liability of any nature shall be accepted by the Seller to the Buyer in respect of any express term of this contract
       where such term relates in any way to:

       10.2.1 the correspondence of the Goods with any description;

       10.2.2 the quality of the Goods; or

       10.2.3 the fitness of the Goods for any purpose whatsoever.

10.3   All implied terms, conditions or warranties as to the correspondence of the Goods to any description or the
       satisfactory quality of the Goods or the fitness of the Goods for any purpose whatsoever (whether made known to
       the Seller or not) are hereby excluded from the contract.


11.1   Where any court or arbitrator determines that any part of Clause 10 above is, for whatever reason, unenforceable,
       the Seller shall be liable for all loss or damage suffered by the Buyer but in an amount not exceeding the contract

11.2   Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the
       Seller for death or personal injury as a result of the Seller’s negligence or that of its employees or agents.


       The Buyer is entitled to return the Goods within seven working days after the day the goods are received, provided
       that the Seller is informed in writing and the seal on the Goods has not been broken. The cost of returning the
       Goods shall be borne by the Buyer.


       All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so
       far as not already vested, become the absolute property of the Seller, and the Buyer shall do all that is reasonably
       necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of
       agreements with third parties. The copyright and any other intellectual property rights in, on or associated with the
       Goods shall at all times remain vested in the Seller and no such rights shall pass to the Buyer.

14.1   The Buyer shall not and shall not permit a third party to:

       14.1.1 copy, lend, re-sell, export, give, sub-license or hire out the whole or any part of the Goods;

       14.1.2 make the Goods available at any one time on more than a single computer, television, DVD player or other
              electronic device;

       14.1.2 use the Goods for any purpose other than training the Buyer’s employees.


       The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results
       from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock
       outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a
       natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay
       persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the


       Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or
       joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of
       the parties as the agent of the other.


       The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred, nor the
       performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the

18     WAIVER

       The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions
       herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of
       this Agreement.


       If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by
       any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof
       shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or
       unenforceable provision eliminated.


       This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby
       submit to the exclusive jurisdiction of the English courts.

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